UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 28, 2025

Peakstone Realty Trust

(Exact name of registrant as specified in its charter)

Commission File Number:  001-41686

 

1520 E. Grand Avenue, El Segundo, CA 90245

(Address of principal executive offices, including zip code)

(310) 606-3200

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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The board of trustees of Peakstone Realty Trust (the “Company”) previously adopted, subject to shareholder approval, the Second Amendment (the “Amendment”) to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan (as amended, the “Plan”), which was approved by the Company’s shareholders on May 28, 2025 at the Company’s 2025 annual meeting of shareholders (the “Annual Meeting”). The Amendment increases the aggregate number of common shares of beneficial interest of the Company, par value $0.001 per share (the “Shares”), that may be issued under awards pursuant to the Plan by 2,000,000 Shares.

 

The foregoing description of the Amendment to the Plan is qualified in its entirety by reference to the text of such Amendment, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.

 

 

On May 28, 2025, the Company held the Annual Meeting, at which a quorum was present. The Company held its Annual Meeting to consider and vote on the four proposals set forth below, each of which is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy”), which was filed with the U.S. Securities and Exchange Commission on April 11, 2025. The final voting results are set forth below.

 

 

The Company’s shareholders elected the five nominated trustees identified below, each to serve as a trustee until the Company’s 2026 annual meeting of shareholders and until their successors are duly elected and qualify, with the votes cast as follows:

 

 

 

The Company’s shareholders approved, on an advisory (non-binding) basis, the compensation paid to the Company’s named executive officers as described in the Proxy, with the votes cast as follows:

 

 

The Company’s shareholders approved the Amendment to the Plan as described in the Proxy, with the votes cast as follows:

 

 

The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with the votes cast as follows:

No other matters were submitted to or voted on by the Company’s shareholders at the Annual Meeting.

 

 

(d) Exhibits.

 

Exhibit No	Description
10.1	Second Amendment to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signature(s)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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